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This article is provided by Muriithi & Ndonye Advocates.

The  Companies  Act, No. 17  of  2015  simplifies  the mode of  registration  of  a company.  This article highlights the salient features in the Companies Act,  2015 that  are  relevant  to  prospective  business  person  in   as  far  registration  of companies is concerned:


  Unlike under the Companies Act,  Cap 486 where an advocate was required to swear a declaration of compliance with  the requirement of the Companies Act at incorporation stage (Form 208),  the Companies Act,  2015  imposes no such requirement.

 Similarly,  the  Companies  Act,  2015   abolishes  the  use  of  Form  203   which stipulated particulars of directors and secretaries, a form  that required to be signed and stamped by  a certified secretary. Instead, the Companies Act,  2015 introduces a new  form (CR6)  which outlines  the details  of  directors.  Form  CR6 only  requires the  signature of  a director  and not a company secretary.  It  is important to note that private companies need not have a company secretary unless  its  paid up capital  is five  million  and above. A  public  company must however have a company secretary.

 Under the Companies Act,  2015,  there is no mandatory requirement to file with the Registrar  of  Companies articles  of  association  of  the company. This  is the case  where  the  company  adopts   the  model   articles   (stipulated   in   the Companies  (General)   Regulations   2015)    without   any  modification.   If   the company  however intends  to modify  the model  articles  or  develop  its  own articles then it must file with  the Registrar of Companies the signed articles of association of the company.

 Unlike under the Companies Act, Cap 486 where the company was required to list  its  objects  in  the memorandum of  association  and anything  done outside these objects was in  law deemed to be ultravires, the Companies Act,   2015 allows  a company to have unrestricted objects  (the doctrine  of  ultravires  was abolished) unless the articles of the company specifically restricts the objects of the company.

 The  legal  restriction  that a company must have at least  two subscribers was abolished  and  it  now  possible  to  incorporate  a  company with  only  one subscriber.

 On  the area of directorship, it is now a legal requirement that a company must have at least one natural director.

 The Companies  Act, 2015  has seen the introduction  of new requirements for purposes incorporation. These are:

 1.  Requirement to provide residential address of directors;

 2.  Requirement  that  the  directors   must  specifically  consent to  act  as directors of the company;

3.  Requirement to provide email addresses and telephone numbers of all directors;

4.  Where the company  is a public company or  a private  company whose paid up capital is over five million, the requirement to provide residential address, email and telephone number of the company secretary.

 In   a nutshell   the  procedure  for  incorporation   of   a  company under the

 Companies Act,  2015 entails;

1.  Reservation of name- Form CR 14 is used to apply for reservation of name.

2.  Filing in form CR 1- Application to register a company- this form must be signed by  the directors  and secretary  (if  any)  as  an expression of  their consent to act as  director  or  secretary.  The  form  must also  be signed by the person lodging the application (either a subscriber or an agent).

3.  Filing of form CR 2- Model Memorandum of a company limited by  shares- this form is required to be signed by each subscribers of the company.

4.  Filing   of   form   CR   6-   Notice   of   appointment  of   directors   and  their particulars- the form must be signed by a director of the company

5.  Filing of form CR  8-  Notice of residential address/change of address of director  of  a company-  the  form must  be signed by  a director  of  the company

6.  Where the company being incorporated is a public or a private company whose paid up capital  is more than five  million  then it must also  file  form CR 10- Notice of appointment of secretary and secretary’s particulars and form CR 12- Notice of residential address/change of address of secretary.

 The  person incorporating  the  company  must also  furnish   the Registrar  of Companies with  copies of National Identity Cards, KRA PIN certificates and 3 passport   photographs  of   each of   the  subscribers and  directors   of   the company.

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henry mwaura  |  October 14, 2016
where do i get these forms from pliz?